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StartEngine Loans Fund I LLC – ‘1-A/A’ on 5/13/21 – ‘EX1A-12 OPN CNSL’

On:  Thursday, 5/13/21, at 9:40pm ET   ·   As of:  5/14/21   ·   Accession #:  1104659-21-66210   ·   File #:  24-11420

Previous ‘1-A’:  ‘1-A/A’ on 3/29/21   ·   Latest ‘1-A’:  This Filing   ·   1 Reference:  To:  StartEngine Loans Fund I LLC – ‘1-A’ on 1/22/21

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/14/21  StartEngine Loans Fund I LLC      1-A/A                  7:1.1M                                   Toppan Merrill/FA

Pre-Qualification Amendment to Offering Statement   —   Form 1-A   —   Regulation A/A+

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 1-A/A       Pre-Qualification Amendment to Offering Statement   HTML      4K 
                -- primary_doc.xml                                               
 2: PART II AND III  Offering Statement - Parts II and III          HTML    315K 
 3: EX1A-2B BYLAWS  Exhibit 2.2                                     HTML    217K 
 4: EX1A-4 SUBS AGMT  Exhibit 4.1                                   HTML     51K 
 5: EX1A-8 ESCW AGMT  Exhibit 8.1                                   HTML     50K 
 6: EX1A-11 CONSENT  Exhibit 11.1                                   HTML      5K 
 7: EX1A-12 OPN CNSL  Exhibit 12.1                                  HTML      9K 


‘EX1A-12 OPN CNSL’   —   Exhibit 12.1


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Exhibit 12.1

CrowdCheck Law LLP

700 12th Street NW, Suite 700

Washington, DC 20005

 

May 13, 2021

 

Managing Member

StartEngine Loans Fund I LLC

3900 W Alameda Ave., Suite 1200
Burbank, CA 91505

 

To the Managing Member:

 

We are acting as counsel to StartEngine Loans Fund I LLC (the “Company”) with respect to the preparation and filing of an offering statement on Form 1-A. The offering statement covers the contemplated sale of membership interests (the “Shares”) in each of the applicable series of the Company (each, a “Series”) as set forth on Schedule 1 hereto (each, an “Offering”).

 

In connection with the opinion contained herein, we have examined the offering statement, the certificate of formation of the Company, its Limited Liability Company Agreement, and the Series Designation of each Series undertaking an Offering, as well as all other documents necessary to render an opinion. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. 

 

We are opining herein as to the effect on the subject transactions only of the laws of the State of Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction, including federal law.

 

Based upon the foregoing, we are of the opinion that the Shares being sold pursuant to the offering statement have been authorized by all necessary series limited liability company actions of the Company and, when issued in the manner described in the offering statement, validly issued, fully paid and non-assessable.

 

No opinion is being rendered hereby with respect to the truth and accuracy, or completeness of the offering statement or any portion thereof.

 

We further consent to the use of this opinion as an exhibit to the offering statement.

 

Yours truly,

 

/s/ CrowdCheck Law LLP

 

JO/GHA

  

 C: 

 

 

 

SCHEDULE 1

 

Series Name  Offering Price per Interest   Maximum Offering Size   Maximum Membership Interests 
Series Farm  $10.00   $5,000,000    500,000 

 

 C: 

 

 


Dates Referenced Herein

This ‘1-A/A’ Filing    Date    Other Filings
Filed as of:5/14/21None on these Dates
Filed on:5/13/21
 List all Filings 


1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/22/21  StartEngine Loans Fund I LLC      1-A                    7:911K                                   Toppan Merrill/FA
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Filing Submission 0001104659-21-066210   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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